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Issue: Under Georgia law, how definite must the terms of an enforceable contract be?
| Area of Law: | Business Organizations & Contracts |
| Keywords: | Enforceable Contract; Definite terms |
| Jurisdiction: | Georgia |
| Cited Cases: | 264 S.E.2d 514; 106 S.E.2d 335; 485 S.E.2d 264; 71 S.E. 684; 469 S.E.2d 511; 476 S.E.2d 622; 466 S.E.2d 27; 249 S.E.2d 54; 462 S.E.2d 382; 388 S.E.2d 916; 510 S.E.2d 52; 44 S.E.2d 783; 462 S.E.2d 378; 508 S.E.2d 197; 92 F. Supp. 2d 1342; 399 N.Y.S.2d 700; 464 S.E.2d 246 |
| Cited Statutes: | Ga. Code Ann. § 59-3-26 |
| Date: | 04/01/2001 |
The law does not “favor destroying contracts on the basis of uncertainty” and thus does not require excessive specificity and completeness. See Sanders v. Commercial Cas. Ins. Co., 226 Ga. App. 119, 485 S.E.2d 264-67 (1997). “As long as the wording of the contract is sufficiently clear so that the intentions of the parties can be fairly ascertained and effectuated it is sufficient to bind the parties where all essential elements of a contract are present.” Nolley v. Maryland Cas. Ins. Co., 222 Ga. App. 901, 902, 476 S.E.2d 622, 624 (1996) (emphasis added).
Thus, it is not necessary that a contract state definitely and specifically all facts to which the parties may agree. Instead, “it will be sufficiently definite and certain if it contains matter which will enable the courts, under proper rules of construction, to ascertain the terms and conditions on which the parties intended to bind themselves.” Dorsey v. Clements, 202 Ga. 820, 44 S.E.2d 783, 787 (1947); see Toncee, Inc. v. Thomas, 219 Ga. App. 539, 540, 466 S.E.2d 27, 29 (1995).
Courts can ascertain the material terms to which the parties intended to bind themselves when the parties intend their oral agreement be subject to one party’s standard agreement. See Pacrim Assocs. v. Turner Home Entertainment, Inc., 235 Ga. App. 761, 510 S.E.2d 52, 55 (1998). In such cases, if the plaintiff never rejects the […]